SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
LUCOR, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------
(Name of Person(s) Filing Proxy Statement
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined.) :
4. Proposed maximum aggregate value of transaction:
5. Total Fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
4. Amount Previously Paid:
2. Form, Schedule or Registration Statement No.:
3. Filing Party:
4. Date Filed:
<PAGE>
LUCOR, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on May 19, 2000
TO THE SHAREHOLDERS
OF LUCOR, INC.
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of
Shareholders of Lucor, Inc., a Florida corporation (the "Company"), will
be held at 2:00 PM, local time, on May 19, 2000, at the Company's
headquarters at 790 Pershing Road, Raleigh, North Carolina, 27608 for
the following purposes:
1. To elect the six members to the Company's Board of Directors to
hold office until the 2000 Annual Meeting or until their
successors are duly elected and qualified;
2. To transact such other business as may properly come before the
Annual Meeting.
The Board of Directors has fixed the close of business on March
31, 2000 as the record date for determining those shareholders entitled
to notice of, and to vote at, the Annual Meeting and any adjournments or
postponements thereof.
Whether or not you expect to be present, please sign, date and
return the proxy form previously sent to you as promptly as possible.
By Order of the Board of Directors,
/S/ Stephen P. Conway
------------------------------------
Stephen P. Conway
Chairman and Chief Executive Officer
Raleigh, North Carolina
April 15, 2000
ALL SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. THOSE
SHAREHOLDERS WHO ARE UNABLE TO ATTEND ARE URGED TO EXECUTE AND RETURN
THE PROXY FORM AS PROMPTLY AS POSSIBLE. SHAREHOLDERS WHO EXECUTE A
PROXY FORM MAY NEVERTHELESS ATTEND THE MEETING, REVOKE THEIR PROXY AND
VOTE THEIR SHARES IN PERSON.
<PAGE>
2000 ANNUAL MEETING OF SHAREHOLDERS
OF LUCOR, INC.
----------------------
PROXY STATEMENT
----------------------
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors of Lucor, Inc., a Florida
corporation (the "Company"), of proxies from the holders of the
Company's Class A Common Stock (the "Class A Stock") for use at the 2000
Annual Meeting of Shareholders of the Company to be held at the
corporate headquarters of Lucor, Inc, 790 Pershing Road, Raleigh, NC
27608 at 2:00 PM, local time, on May 19, 2000 or at any adjournments or
postponements thereof (the "Annual Meeting"). The approximate date that
this Proxy Statement and the enclosed form of proxy are first being sent
or given to holders of Class A Stock is April 20, 2000. Shareholders
should review the information provided herein in conjunction with the
Company's Annual Report on Form 10-K for the year ended December 31,
1999 (the "10-K Report") which accompanies this Proxy Statement. The
Company's principal executive offices are located at its corporate
offices at 790 Pershing Road, Raleigh, North Carolina 27608, and its
telephone number is (919) 828-9511.
INFORMATION CONCERNING PROXY
The enclosed proxy is solicited on behalf of the Company's Board
of Directors. The giving of a proxy does not preclude the right to vote
in person should any shareholder giving the proxy so desire.
Shareholders have a right to revoke their proxy at any time prior to the
exercise thereof, either in person, at the Annual Meeting, or by filing
with the Company's Secretary at the Company's principal executive
offices a written revocation or duly executed proxy bearing a later
date; however, no such revocation will be effective until written notice
of the revocation is received by the Company at or prior to the Annual
Meeting.
The cost of preparing, assembling and mailing this Proxy
Statement, the Notice of Annual Meeting of Shareholders and the enclosed
proxy will be borne by the Company. In addition to the use of mail,
employees of the Company may solicit proxies personally and by
telephone. The Company's employees will receive no compensation for
soliciting proxies other than their regular salaries. The Company may
request banks, brokers and other custodians, nominees and fiduciaries to
forward copies of the proxy material to their principals and to request
authority for the execution of proxies.
PURPOSES OF THE MEETING
At the Annual Meeting, the Company's shareholders will consider
and vote upon the following matters:
1. The election of the six members to the Company's Board of Directors
to serve until the 2001 Annual Meeting or until their successors
are duly elected and qualified; and
2. Such other business as may properly come before the Annual Meeting.
Unless contrary instructions are indicated on the enclosed proxy,
all shares represented by valid proxies received pursuant to this
solicitation will be voted in favor of the election of the six nominees
named herein. In the event a shareholder specifies a different choice
by means of the enclosed proxy, his or her shares will be voted in
accordance with the specifications so made.
OUTSTANDING VOTING SECURITIES AND VOTING RIGHTS
The Board of Directors has set the close of business on March 31,
2000 as the record date (the "Record Date") for determining shareholders
of the Company entitled to notice of and to vote at the Annual Meeting.
As of the Record Date, there were 2,333,133 shares of Class A Stock
outstanding and 502,155 shares of Class B Common Stock (the "Class B
Stock") outstanding, all of which are entitled to one vote on the
election of the Board of Directors.
The representation in person or by proxy of a majority of the
issued and outstanding shares of Class A Stock and Class B Stock
(collectively, the "Common Stock") entitled to vote is necessary to
provide a quorum at the Annual Meeting. Directors of the Company are
elected by a plurality vote. With respect to the election of directors,
votes may be cast in favor of nominees or withheld. Withheld votes will
be excluded entirely from the vote and will have no effect thereon.
Broker non-votes are treated as shares as to which voting power has been
withheld by the beneficial owners thereof and, therefore, as shares not
entitled to vote thereon. Thus, although broker non-votes for the Board
of Directors have no effect on the vote, they have the practical effect
of reducing the number of affirmative votes required to approve that
proposal by reducing the total number of shares entitled to vote
thereon.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information with respect to
beneficial ownership of the Common Stock as of March 15, 2000 by: (i)
each person known to the Company to beneficially own more that 5% of the
Class A Stock and Class B Stock; (ii) each director and nominee for
director of the Company; (iii) each executive officer named in the
Summary Compensation Table; and (iv) all directors and executive
officers of the Company as a group. Except as otherwise indicated, each
shareholder named has sole voting and investment power with respect to
such shareholder's shares.
Class A Common Stock
- --------------------
<TABLE>
Number of Shares Number of Shares Total Percent
Directly Owned Beneficially Owned Shares of Class
---------------- ------------------ -------- ---------
<S> <C> <C> <C> <C>
Stephen P. Conway 500 784,277 (1) 784,777 33.6%
790 Pershing Road
Raleigh, North Carolina 27608
Jerry B. Conway 133,130 782,277 (2) 915,407 39.2%
790 Pershing Road
Raleigh, North Carolina 27608
D. Fredrico Fazio 302,159 0 302,159 13.0%
633 South Andrews Avenue
Suite 500
Fort Lauderdale, Florida 33301
Anthony J. Beisler, III 46,082 39,060 (3) 85,142 3.6%
1001 Northeast 26th Street
Fort Lauderdale, Florida 33305
Pennzoil Products Company 759,477 (4) 0 759,477 (4) 32.6%
Pennzoil Place
Post Office Box 2967
Houston, Texas 77252-2967
Kathleen D. Conway 202,229 0 202,229 8.7%
P.O. Box 2091
Blowing Rock, North Carolina 28605
Richard L Rubin 500 0 500 0.0%
503 East Fillmore
Fairfield, Iowa 52556
R. Lewis Stanford 4,600 0 4,600 0.2%
790 Pershing Road
Raleigh, North Carolina 27608
All directors and executive 504,718 823,337 1,328,055 56.9%
officers as a group (12 persons)
</TABLE>
<PAGE>
Class B Common Stock
- --------------------
Number of Shares Percent
Name Directly Owned of Class
----- ------------------ ----------
Stephen P. Conway 292,409 58.2%
790 Pershing Road
Raleigh, North Carolina 27608
Jerry B. Conway 209,746 41.8%
790 Pershing Road
Raleigh, North Carolina 27608
All directors and executive 502,155 100.0%
officers as a group (10 persons)
1. Includes (i) 2,000 shares held as custodian for his children; (ii)
22,800 shares held by Navigator Management, Inc. ("Navigator")and CFA
Management, Inc. both of which are owned 50%; and (iii) the jointly
held irrevocable proxy to vote 759,477 shares of Class A Stock, as
described more fully below in footnote 4.
2. Includes (i) 22,800 shares held by Navigator and CFA Management, Inc.
both of which are owned 50% and (ii) the jointly held irrevocable
proxy to vote 759,477 shares of Class A Stock, as more fully
described below in footnote 4.
3. Includes (i) 45,582 shares held jointly with Mr. Beisler's wife, (ii)
14,550 shares held by the Anthony J. Beisler, III P.A. Money Purchase
Pension Trust, and (iii) 24,510 shares held by Anthony J. Beisler,
III P.A. Profit Sharing Trust.
4. Pursuant to the grant of an irrevocable proxy dated May 30, 1996,
Messrs. Stephen P. Conway and Jerry B. Conway, or either of them, are
entitled to vote these 759,477 shares of Class A Stock on all matters
that Pennzoil Products Company is entitled to vote; provided however,
Pennzoil Products Company retains all rights to vote such shares with
respect to the following matters which may come before the shareholders:
(i) After five (5) years from May 30, 1996, the election of Directors;
(ii) The sale, lease, exchange or disposition of all or substantially
all of the property and assets of the Company; and
(iii) A merger, consolidation, liquidation, dissolution or winding-
up of the Company.
<PAGE>
PROPOSAL 1
ELECTION OF DIRECTORS
Nominees
The Company's Bylaws provide for six directors. Each director
elected at the Annual Meeting will serve for a term expiring at the 2001
Annual Meeting of Shareholders, expected to be held in May 2001, or
until his successor has been duly elected and qualified. The nominees
for election are Stephen P. Conway, Jerry B. Conway, Anthony J. Beisler,
III, D. Fredrico Fazio, Richard L Rubin and R. Lewis Stanford.
At the Annual Meeting, directors will be elected by a plurality of
the votes cast by holders of Class A Stock and Class B Stock, voting as
a single group. Unless contrary instructions are indicated on the
enclosed proxy, all shares of Class A Stock represented by valid proxies
will be voted in favor of the six nominees named herein.
Messrs. Stephen P. Conway and Jerry B. Conway directly or indirectly
own all of the 502,155 outstanding shares of Class B Stock, and directly or
indirectly own or by irrevocable proxy control the voting rights of 917,407
shares of the Class A Stock eligible to be cast on the election of directors.
Messrs. Anthony J. Beisler, III and D. Fredrico Fazio directly or indirectly
own an aggregate of 387,301 shares of Class A Stock. In addition, under the
Company's Articles of Incorporation, the holders of Class B Stock are
entitled to elect a majority of the directors.
These four shareholders have advised the Company that they intend
to be present at the meeting, and to vote their shares for the election
of the six nominees. Since the number of shares of Common Stock held or
controlled by these four shareholders represents a total of 63.7% of the
votes that may be cast at the Annual Meeting, these shareholders will be
able to elect the six nominees, regardless of how the other holders of
Class A Stock vote their shares in the election of directors.
Each of the nominees is a current member of the Board of
Directors. See paragraph on "Executive Officers and Directors" set
forth below. The Board of Directors has no reason to believe that any
nominee will refuse to act or be unable to accept election; however, in
the event that a nominee is unable to accept election, it is intended
that proxies will be voted for the remaining nominees, if any, and for
such other person as may be designated by the Board of Directors, unless
it is directed by a proxy to do otherwise.
The Board of Directors recommends that you vote "FOR" all of the
above listed nominees for election as directors.
<PAGE>
Executive Officers and Directors
The following table sets forth certain information with respect to
the executive officers and directors of the Company:
Name Age Position
------ ----- ----------
David M. Barnett 34 Vice President, Sales and Marketing
Anthony J. Beisler, III (1) 57 Director
Kendall A. Carr 45 Vice President, Finance
and Chief Financial Officer
Jerry B. Conway 46 President, Chief Operating
Officer and Director
Stephen P. Conway 48 Chairman of the Board, Chief
Executive Officer, and
Secretary
Michael D. Davis 32 Vice President, Administration
D. Fredrico Fazio (1) 60 Director
Douglas L. Geier 33 Vice President of Operations
Martin Kauffman 66 Controller
James D. Ridout 39 Vice President, Operations
Douglas W. Roan 53 Vice President, Development
and Purchasing
Richard L. Rubin 51 Director
R. Lewis Stanford 47 Vice President and Corporate
Counsel, Director
_______________________
(1) Member of Stock Option Committee of the Board of Directors.
<PAGE>
David M. Barnett has served as Vice President of Marketing since
October 1993. Prior to his appointment as a Vice President, he served
as the director of sales and marketing from February 1991. Before
joining the Company, Mr. Barnett was employed in the advertising
industry in several positions and left as an account service executive.
Mr. Barnett is a graduate of North Carolina State University in 1988.
Anthony J. Beisler, III has been a director of the Company since
1991. He practices law, specializing in insurance defense, with Beisler
& Beisler, Fort Lauderdale, Florida and has practiced law in excess of
twenty years. He is not actively engaged in the day to day operations of
the Company.
Kendall A. Carr is the Vice President of Finance and Chief
Financial Officer for the Company. He started with the Company in
January 1996 at which time he was appointed to his current position.
Mr. Carr served as Controller for Limitorque Corporation from 1988 until
1993. From 1993 through 1994, Mr. Carr served as the Chief Financial
Officer for Walter Kidde Portable Equipment, Inc. and in 1995 he served
as the Controller of Precision Concepts, Inc. He graduated summa cum
laude from SUNY at Buffalo in 1978, and received his MBA from James
Madison University in 1988. He is a licensed CPA.
Jerry B. Conway is co-founder of the Company and has been the
President, Chief Operating Officer, and Director of the Company since
the Company was organized in 1990. He is an executive officer and
director of each of the Company's subsidiaries, as well as President and
principal shareholder of CFA Management Inc. and Navigator. Mr. Conway
oversees and directs the management of the Company. He has worked in
the retail service industry for over twenty-six years, and has been
involved specifically with Jiffy Lube since 1986. Mr. Conway is a high
honor graduate, Beta Gamma Sigma, of Michigan State University in 1977.
He also chairs several committees as well as serves on the Board of
Directors of JLAF (Jiffy Lube Association of Franchisees). Mr. Conway
is also President of OH Distributors, Inc.
Stephen P. Conway is co-founder of the Company and has served as
Chairman of the Board and Chief Executive Officer since the Company was
organized in 1990. He is an executive officer and director of each of
the Company's subsidiaries as well as the Vice President and a principal
shareholder of CFA Management, Inc. and Navigator, which provide
management services to the Company's subsidiaries. Mr. Conway is a
shareholder and officer of Fiduciary Asset Management, Inc., Boca Raton,
Florida, a Registered Investment Adviser, and a principal of Financial
Assets Corporation, a securities broker-dealer in Boca Raton. Mr. Conway
is also Vice President of OH Distributors, Inc.
Michael D. Davis has served the Company as the Vice President of
Administration since July 1998. Prior to his appointment as Vice
President he served as Director of Administration for the Company from
January 1996. Prior to joining the Company Mr. Davis served as the
Assistant Controller for Hooters of America, Inc. from 1991 through
1994. Mr. Davis graduated magna cum laude from Berry College in 1990
and received his MBA from the University of Georgia in 1995.
D. Fredrico Fazio has been a director of the Company since 1991.
He is the managing partner of the civil trial law firm of Fazio, Dawson,
DiSalvo, Cannon, Abers & Podrecca, in Fort Lauderdale, Florida and has
practiced law in excess of twenty years. Mr. Fazio is also involved in
real estate development in Fort Lauderdale, Florida. He is not actively
engaged in the day to day operations of the Company.
Douglas L. Geier has served as Vice President of Operations since
July 1999. Prior to his appointment as Vice President, he served as
Director of Operations and Regional Sales and Operations Manager for the
Company. Mr. Geier has been with the Company since 1998. Prior to
joining the Company, Mr. Geier was employed at Hoffman Development Inc.
(a Jiffy Lube Franchisee) as Vice President of Operations and at
Westmere Quik Lube as an Owner Operator. Mr. Geier has been in the
quick lube industry since 1989.
Martin Kauffman has served the Company as the Controller since
1987. He has had extensive financial experience during his previous
twenty year employment with Exxon Corporation. Mr. Kauffman is a
licensed CPA, and is a graduate of Rutgers University.
James D. Ridout has served as the Vice President of Operations
since 1993. Prior to his appointment as Vice President, he served as
Director of Operations, Regional Sales and Operations Manager, District
Sales and Operations Manager and Store Manager for the Company. Mr.
Ridout has been with the Company since 1987, and has worked in the quick
lube industry since 1983.
Douglas W. Roan has served as the Vice President of Development and
Purchasing since October 1993. Prior to his appointment as Vice
President he served as Director of Development for the Company from
1987. Mr. Roan has worked in the construction, development and
purchasing industries for over twenty seven years in various regions of
the United States.
Richard L. Rubin was appointed director on April 6, 1999. He is a
sales and marketing specialist for a telecommunications company. Prior
to his experience in telecommunications, Mr. Rubin was involved in sales
and marketing of commercial real estate and real estate private
placements. He is not actively engaged in the day to day operations of
the Company.
R. Lewis Stanford was appointed director on April 6, 1999. He is
the Vice President and General Counsel for the Company since September
1995. From 1992 until joining the Company, Mr. Stanford was associated
with the law firm of Moore & Van Allen, PLLC, where he had a general
corporate practice. Mr. Stanford graduated with highest honors and
highest distinction from the University of North Carolina at Chapel Hill
and received his JD with honors from the University of North Carolina
School of Law in 1992. Mr. Stanford has worked in the auto industry and
legal profession for eighteen years.
<PAGE>
Meetings and Committees of the Board of Directors
During the fiscal year ended December 31, 1999, the Company's
Board of Directors held five meetings and took certain actions by
unanimous written consent. During 1999, no director attended fewer than
80% of the number of meetings of the Board of Directors held during the
period.
Messrs. Fazio and Beisler serve as members of the Stock Option
Committee of the Board which was formed in December 1994. The principal
functions of this committee are to make stock option and other stock-
based awards under the Company's 1991 Non-Qualified Stock Plan and the
Omnibus Stock Plan. This committee met one time in 1999.
Messrs. Fazio and Beisler serve as members of the Audit Committee.
The principal function of the audit committee is to review the findings
of the independent auditors. This committee met once in 1999.
Compensation of Directors
The compensation received Navigator (See discussion under
Compensation Report of Board of Directors and Certain Transactions) is
intended to compensate Messrs. Stephen P. Conway and Jerry B. Conway for
their services as Directors. The remaining directors, Messrs. Fazio and
Beisler, are not employed by the Company or any of its affiliates. In
January 2000, Messrs. Fazio, Rubin, and Beisler received 500 Class A
shares each for services rendered in 1999 as directors.
Executive Compensation
The Company's Chief Executive Officer and the Company's President
(collectively, the "Named Executive Officers") do not receive
compensation directly from the Company. The Named Executive Officers
receive compensation for services rendered to the Company from
Navigator. (See discussion under Compensation Report of Board of
Directors and Certain Transactions). No other executive officer
received compensation in these years in excess of $100,000.
Compensation Report of Board of Directors
The Company does not have a Compensation Committee. The Board of
Directors (the "Board") delegates to the Named Executive Officers the
determination of the cash compensation of executive officers other than
the cash compensation of the Named Executive Officers and Mr. Kauffman.
Beginning in December 1994, the Stock Option Committee of the Board (the
"Option Committee"), comprised of Messrs. Fazio and Beisler, was
established to grant options and other stock-based awards to executive
officers and other key employees under the Company's stock plans.
Stephen P. Conway, the Company's Chief Executive Officer, Jerry B.
Conway, the Company's President and Chief Operating Officer, and Martin
Kauffman, the Company's Controller, do not receive cash compensation
from the Company and the Board does not review or determine their cash
compensation. For their services to the Company and its affiliates in
all capacities, these executive officers are compensated by Navigator a
corporation owned by Messrs. Stephen and Jerry Conway that provides
management services to the Company and its subsidiaries. All other
executive officers are compensated by the Company. Their cash
compensation is determined by the Named Executive Officer based
primarily on a subjective evaluation of their performance.
<PAGE>
Stock and Option Awards
No stock options or other stock-based awards were granted to the
Named Executive Officers in 1999.
In January 2000, D. Fredrico Fazio, Richard L. Rubin, and Anthony
J. Beisler III, outside directors of the Company, were each granted 500
shares of Class A Stock for services performed in 1999 under the
Company's 1995 Outside Director's Stock Award Plan. These directors are
entitled to vote the shares subject to the awards and to receive any
dividends payable on such shares from the date of the grant, but are not
permitted to sell or otherwise dispose of the shares until six months
after the grant date.
Board of Directors
STEPHEN P. CONWAY, Chairman
JERRY B. CONWAY
D. FREDRICO FAZIO
ANTHONY J. BEISLER, III
RICHARD L. RUBIN
R. LEWIS STANFORD
<PAGE>
Compensation Committee Interlocks and Insider Participation
Messrs. Stephen Conway, Jerry Conway and R. Lewis Stanford are
executive officers who also serve on the Board of the Company. Messrs.
Stephen and Jerry Conway have ownership interests in, and are executive
officers of, corporations that engaged in transactions with the Company
or its subsidiaries in 1999.
APPOINTMENT OF INDEPENDENT AUDITORS
KPMG Peat Marwick, LLP have been selected by the Board of
Directors for reappointment as the independent auditors for the Company.
KPMG Peat Marwick, LLP were the independent auditors for the Company for
the year ended December 31, 1999. Representatives of the independent
auditors are expected to attend the 2000 Annual Meeting. As such, they
will be available to respond to shareholder questions at the meeting.
CERTAIN TRANSACTIONS
Prior to 1998, the Company, through its subsidiaries, entered into
management agreements with CFA Management, Inc. ("CFA") which was owned
by certain shareholders of the Company, to operate, manage and maintain
the subsidiaries' service centers. On December 1, 1997, CFA assigned
its management agreement with the Company to Navigator which is owned by
certain shareholders of the Company. These management agreements expire
on various dates through 2002 but may be extended. For its services,
Navigator receives a percentage of annual gross sales calculated on the
basis of all service centers as follows:
Number of Management fee
service centers per service center
1-34 4.50%
35-70 3.00%
71-100 2.25%
More than 100 1.50%
Management fees paid to Navigator in 1999 were $1,869,479.
Included in accrued expenses payable at December 31, 1999 were
amounts due to Navigator of $779,180
The Company purchases gasoline, engine additives, wiper blades,
windshield glass treatment and other automotive products from O.H.
Distributors, Inc., which is owned by shareholders of the Company.
Purchases of these products amounted to $3,282,944 in 1999. Included in
accounts payable at December 31, 1999 were amounts due to O.H.
Distributors, Inc. of $64,030.
The Company purchased oil, oil filters and other inventory items
from Pennzoil-Quaker State Company ("PQSC") in the amount of $8,651,241
for the year ended December 31, 1999. In addition to these purchases,
the Company paid rent in the amount of $200,739 and dividends on
preferred stock of $140,000 to PQSC during the year ended December 31,
1999. Included in accounts payable at December 31, 1999 were amounts
due to PQSC of $1,473,226. Also included in accrued expenses at
December 31, 1999 was $35,000 for preferred dividends due to PQSC.
The Company enters into transactions with Jiffy Lube International
("JLI"), a subsidiary of PQSC. These transactions include payments for
royalties, operating expenses, and license fees. In addition, JLI
enters into transactions to credit the Company for national fleet
accounts, rebates for grand openings, and charges for Sears credit
cards. The net amount of these transactions were receipts of $1,260,024
from JLI in 1999. In addition to these transactions, the Company paid
rent in the amount of $2,731,730 during the year ended December 31,
1999. At December 31, 1999 amounts receivable from JLI was $408,318.
Included in accrued expenses at December 31, 1999 were amounts due to
JLI for royalties of $307,225.
The Company sold three service centers in 1999 to Navigator Real
Estate which is owned by certain shareholders of the Company, and leased
each of them back for a period of twenty years. The resulting leases
are being accounted for as operating leases, and one resulted in a
deferred gain of $38,388, which is being amortized over the life of the
lease.
CORPORATE PERFORMANCE GRAPH
The following graph presents comparisons of cumulative returns for
the Company's Class A Stock, the NASDAQ Composite Index, and the
Wilshire SmallCap 1750 Index. The graph is shown for 1995 through 1999
since the Company's stock was not traded prior to 1995. The annual
changes to the periods shown are based on the assumption that $100 had
been invested in the Company's stock and each index respectively on
December 31, 1995, and that all quarterly dividends were re-invested at
the average of the closing stock prices at the beginning and end of the
quarter.
1995 1996 1997 1998 1999
------- ------- ------- ------- -------
Lucor, Inc. $100.00 $101.69 $ 37.29 $ 66.10 $ 27.12
NASDAQ Composite 100.00 122.97 150.86 212.54 383.97
Wilshire SmallCap 100.00 116.82 144.60 144.83 182.56
<PAGE>
STOCK PLANS
The Company's 1991 Non-Qualified Stock Plan was approved by the
Board of Directors in 1991 and amended by the Board in December 1994
(the "Non-Qualified Plan"). In December 1994, the Board of Directors
adopted an Omnibus Stock Plan (the "Omnibus Plan") and on April 4, 1995,
the Board of Directors adopted an Outside Directors' Stock Award Plan
(the "Directors Plan"). The Omnibus Plan and the Directors' Plan were
approved by the holders of the Company's Class B Stock on April 4, 1995.
An amendment to increase the number of shares that may be awarded under
the Omnibus Plan was approved as of December 17, 1996. Under the
Company's Articles of Incorporation (the "Articles"), the holders of
Class A Stock are not entitled to vote on the approval of these plans.
OTHER BUSINESS
The Board knows of no other business to be brought before the
Annual Meeting. If, however, any other business should properly come
before the Annual Meeting, the persons named in the accompanying proxy
will vote proxies as in their discretion they may deem appropriate,
unless they are directed by a proxy to do otherwise.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten
percent of the Class A and Class B Stock, to file initial reports of
ownership and reports of changes in ownership of the Common Stock with
the Commission. Officers, directors and greater than ten percent
shareholders are required by Commission regulations to furnish the
Company with copies of all Section 16 (a) forms they file.
To the Company's knowledge, based solely on its review of the
copies of such reports received by the Company and written
representations from certain reporting persons that no other reports
were required for those persons, during fiscal 1997, all Section 16(a)
filing requirements applicable to the Company's officers, directors and
greater than ten percent shareholders were complied with.
INFORMATION CONCERNING SHAREHOLDER PROPOSALS
Pursuant to Rule 14a-8 promulgated by the Securities and Exchange
Commission, a shareholder intending to present a proposal at the 2001
Annual Meeting to Shareholders must deliver the proposal in writing to
the Company's Secretary at the Company's principal executive offices on
or before December 22, 2000.
FORM 10-K
A copy of the Company's 10-K Report for the year ended December
31, 1999 accompanies this Proxy Statement.
By Order of the Board of Directors,
/s/ Stephen P. Conway
----------------------------------
Stephen P. Conway,
Chairman and Chief Executive Officer
Raleigh, North Carolina
April 15, 2000
<PAGE>
LUCOR, INC.
PROXY SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF LUCOR, INC.
The undersigned hereby appoints Stephen P. Conway and Jerry B.
Conway, and each of them, proxies, with power of substitution, to
represent the undersigned at the Annual Meeting of Shareholders of
Lucor, Inc. (the "Company"), to be held at 2:00 p.m., local time, on May
19, 2000, at the Company's headquarters located at 790 Pershing Road,
Raleigh, North Carolina, 27608, and at any adjournments thereof, to vote
the number of shares which the undersigned would be entitled to vote if
present in person in such manner as such proxies may determine, and to
vote on the following proposals as specified below by the undersigned.
(1) Election of Directors:
___VOTE FOR all nominees listed below ___WITHHOLD AUTHORITY to
(except as marked to the contrary below). vote for all nominees
listed below.
Stephen P. Conway Jerry B. Conway D. Fredrico Fazio
Anthony J. Beisler, III Richard L. Rubin R. Lewis Stanford
(Instruction: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below)
___________________________________________________________________
This proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. IN THE ABSENCE OF
SPECIFIED DIRECTIONS, THIS PROXY WILL BE VOTED IN FAVOR OF THE ELECTION
OF ALL NOMINEES NAMED IN THIS PROXY. The proxies are also authorized to
vote in their discretion upon such other matters as may properly come
before the meeting or any adjournment thereof.
If signing as attorney, administrator, executor,
guardian, trustee or as a custodian for a minor,
please add your title as such. If a corporation,
please sign in full corporate name and indicate
the signer's office. If a partner, please sign
in the partnership's name.
X
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Printed
Name
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X
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Printed
Name
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Dated
- ----------------------------------------------, 2000
